FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of December 2018
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F _____
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
Yes ____ No X
(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
N/A
Huaneng Power International, Inc.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District,
Beijing, 100031 PRC
This Form 6-K consists of:
1. an announcement regarding use of part of idle proceeds to supplement working capital of Huaneng Power International, Inc. (the Registrant”);
2. a notice of 2019 first extraordinary general meeting of the Registrant;
3 an announcement regarding continuing connected transactions of the Registrant;
4. an announcement on change of part of the funds raised in certain investment projects and their implementation of the Registrant; and
5. an announcement regarding the appointment of auditors for 2019 and election of a director of the Registrant;
Each made by the Registrant on December 12, 2018.
Announcement 1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
USE PART OF IDLE PROCEEDS TO SUPPLEMENT WORKING CAPITAL
The Board announces that the Company has decided to use part of idle proceeds to supplement working capital. |
Reference is made to the circular dated 27 April 2017 (the “Circular”) issued by Huaneng Power International, Inc. (the “Company”) relating to the non-public issuance of A share. The subject matter was approved by the shareholders of the Company at the extraordinary general meeting on 16 May 2017, and the authorization was extended by approval of shareholders at the annual general meeting on 3 May 2018. Unless otherwise defined herein, terms in this announcement shall have the same meaning as defined in the Circular.
As approved by the China Securities Regulatory Commission with the “Approval on the Non-public Issuance of Shares by Huaneng Power International, Inc.” (Zheng Jian Xu Ke No.[2018] 696), the Company issued to seven target subscribers 497,709,919 RMB ordinary shares (A shares) by way of non-public issuance on 15 October 2018. The total proceeds raised from such the non-public issuance of A Shares were RMB3,259,999,969.45, with the net proceeds amounting to RMB3,245,329,969.59 after deducting the underwriting fees and commissions. Details of which were set out in the Company’s announcement dated 17 October 2018.
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INVESTMENT PROJECTS WITH THE PROCEEDS OF THE COMPANY’S NON-PUBLIC ISSUANCE OF A SHARES
Pursuant to the Plan for Non-public Issuance of A Shares of Huaneng Power International, Inc. (Amended Version), the Investment Projects with the Proceeds of the Company’s Non-public issuance of A Shares are set out below:
S/N | Project name | Total investment in the Project | Proceeds proposed to be invested in the Project | |||
(RMB0’000) | (RMB0’000) | |||||
1 | Xiegang Gas Turbine Project in Guangdong (800MW) | 360,000.00 | 72,000.00 | |||
2 | Dafeng Offshore Wind Power Project in Jiangsu (300MW) | 564,815.00 | 248,227.23 | |||
3 | Mianchi Phoenix Mountain Wind Power Project in Henan (100MW) | 85,381.85 | 17,076.37 | |||
4 | Longchi Wind Power Project in Anhui (100MW) | 85,622.00 | 17,124.40 | |||
5 | Yangpu Thermal Power Project in Hainan (700MW) | 401,300.00 | 72,234.00 | |||
6 | Ruijin Coal-fired Power Project Phase II in Jiangxi (2000MW) | 719,000.00 | 73,338.00 | |||
Total | 2,216,118.85 | 500,000.00 |
If the actual amount of proceeds from such non-public issuance was less than the proposed amount of proceeds to be applied for in the above projects, the Company proposes to adjust the final specific investment projects, order of priority and the specific investment amounts of each project based on the priority of projects. The Company will use self-raised funds or other financing resources to supplement proceeds.
USE OF PROCEEDS AND DEPOSIT OF PROCEEDS
As the actual amount of proceeds from such non-public issuance was less than the proposed amount of proceeds to be applied for in the above projects, the Company proposes to adjust the final specific investment projects, order of priority and the specific investment amounts of each project based on the priority of projects. The Company held the 16th meeting of the ninth session of the board of directors on 11 December 2018 and Resolution on Change of Part of Investment Projects and Implementation Modalities was approved, subject to the approval by shareholders at the general meeting. For details, please refer to the Announcement on Change of Part of Funds Raised in Certain
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Investment Projects and their Implementation on the same day. Between 27 March 2017 when the Board announced the Plan of Non-public Issuance of A Shares and 30 September 2018, the Company has invested RMB696,525,900 and details are set out below:
S/N | Project name | Proceeds proposed to be invested in the Project | Adjusted proceeds to be invested in the Project | Amount that the Company has invested with its self-raised funds between 27 March 2017 and 30 September 2018 | ||||
(RMB0’000) | (RMB0’000) | (RMB0’000) | ||||||
1 | Xiegang Gas Turbine Project in Guangdong (800MW) | 72,000.00 | 104,000.00 | 21,500.00 | ||||
2 | Dafeng Offshore Wind Power Project in Jiangsu (300MW) | 248,227.23 | 174,231.84 | 17,000.00 | ||||
3 | Mianchi Phoenix Mountain Wind Power Project in Henan (100MW) | 17,076.37 | 24,614.56 | 9,200.00 | ||||
4 | Longchi Wind Power Project in Anhui (100MW) | 17,124.40 | 21,686.60 | 12,000.00 | ||||
5 | Yangpu Thermal Power Project in Hainan (700MW) | 72,234.00 | N/A | 7,652.59 | ||||
6 | Ruijin Coal-fired Power Project Phase II in Jiangxi (2000MW) | 73,338.00 | N/A | 2,300.00 | ||||
Total | 500,000.00 | 324,533.00 | 69,652.59 |
Note: Numbers in percentage may not add up to a total figure due to rounding.
The Company held the 16th meeting of the ninth session of the board of directors on 11 December 2018 and Resolution on Use Proceeds to Replace the Funds that the Company Invested was approved to use RMB597,000,000 of proceeds to replace self-raised funds that has been invested in Xiegang Gas Turbine Project in Guangdong (800MW), Dafeng Offshore Wind Power Project in Jiangsu (300MW), Mianchi Phoenix Mountain Wind Power Project in Henan (100MW) and Longchi Wind Power Project in Anhui (100MW).
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As at 30 November 2018, the deposit of proceeds at the designated account is set out below:
Name of account | Account bank | Account number | Deposit (RMB) | |||
Huaneng Power International, Inc. | The Headquarter Branch of Agricultural Bank of China Limited | 81600001040016760 | 2,957,404,234.59 | |||
Huaneng Dongguan Thermal Power Co., Ltd. | Dongguan Branch of Bank of China Limited | 634070554518 | 0 | |||
Huaneng Yancheng Dafeng Renewables Power Generation Co., Ltd. | Nanjing Chengnan Branch of Bank of China Limited | 537872077686 | 246,000,000.00 | |||
Huaneng Mianchi Clean Energy Co., Ltd. | Zhengzhou Jianshe Road Branch of Industrial and Commercial Bank of China Limited | 1702020529020113582 | 0 | |||
Huaneng Anhui Huaining Wind Power Generation Co., Ltd. | Hefei Xinzhan High-tech Zone Branch of Agricultural Bank of China Limited | 12183001040036375 | 0 | |||
Huaneng Hainan Power Generation Co., Ltd. | Haikou Haifu Branch of China Construction Bank Limited | 46050100223600000474 | 0 | |||
Huaneng Ruijin Power Generation Co., Ltd. | Ganzhou Ganxian Branch of Agricultural Bank of China Limited | 14033101040017938 | 0 | |||
Huaneng Yangpu Thermal Power Co., Ltd. | Yangpu Jinpu Branch of Bank of China Limited | 267530156721 | 0 |
THE PLAN OF USING PART OF PROCEEDS TO TEMPORARILY SUPPLEMENT WORKING CAPITAL
According to project progress and payment arrangement of the proceeds-funded projects of the Company, it is estimated that RMB2,360.32 million of the proceeds will be idle for a certain period of time. With a view to improve the efficiency of the use of proceeds and reduce the financial expenses of the Company, after comprehensive consideration of the subsequent proceeds utilisation plan of the proceeds-funded projects and the Company’s capital needs, the Company proposes to temporarily supplement the working capital with idle proceeds of no more than RMB2,360.32 million.
The temporarily supplement of the working capital through idle proceeds is limited to the production and operation use in relation to main business, and is guaranteed not to be directly or indirectly used for transactions such as new share placement, subscription, or stocks and derivatives and convertible corporate bonds. The term of the temporarily supplement of the working capital shall not exceed 12 months, which shall commence from the date on which the general meeting of the Company considers and approves the resolution. If the proceeds-funded projects need to use the proceeds, the Company shall promptly return the part of the proceeds to the proceeds special account accordingly so as to ensure the normal operation of the proceeds-funded projects.
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The Company will strictly abide the relevant regulations regarding the proceeds management to ensure that the proceeds will be returned to the proceeds special account in a timely manner and with sufficient amount before the expiry of the supplement of the working capital. The temporarily supplement of the working capital by way of using idle proceeds does not change the use of proceeds, nor does it affect the normal progress of the investment plan of the proceeds.
SHAREHOLDERS’ APPROVAL
The aforesaid matter was approved by the board of directors of the Company on 11 December 2018 and will be submitted to the extraordinary general meeting as ordinary resolution for consideration and approval by the shareholders. The Company will issue a circular in which the details of the matter will be contained.
By Order of the Board | |
Huaneng Power International, Inc. | |
Huang Chaoquan | |
Company Secretary |
As at the date of this announcement, the directors of the Company are:
Cao Peixi (Executive Director) | Yue Heng (Independent Non-executive Director) | |
Huang Jian (Non-executive Director) | Xu Mengzhou (Independent Non-executive Director) | |
Wang Yongxiang (Non-executive Director) | Liu Jizhen (Independent Non-executive Director) | |
Mi Dabin (Non-executive Director) | Xu Haifeng (Independent Non-executive Director) | |
Guo Hongbo (Non-executive Director) | Zhang Xianzhi (Independent Non-executive Director) | |
Cheng Heng (Non-executive Director) | ||
Lin Chong (Non-executive Director) |
Beijing, the PRC
12 December 2018
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Announcement 2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
NOTICE OF 2019 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting (the “Extraordinary General Meeting”) of Huaneng Power International, Inc. (the “Company”) will be held at 9:00 a.m. on 30 January 2019 at Conference Room A102, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the People’s Republic of China for considering and approving the following resolutions:
ORDINARY RESOLUTION
1. | To consider and approve the proposal regarding the revision of the remuneration of Independent Non-executive Directors of the Company; |
SPECIAL RESOLUTION
2. | To consider and approve the proposal regarding the amendments to the Company’s Articles of Association and the Rules and Procedures for General Meetings; |
ORDINARY RESOLUTIONS
3. | To consider and approve the proposal regarding the provision of guarantee by Shandong Company to its subsidiary; |
4. | To consider and approve the proposal on election of a director; |
5. | To consider and approve the proposal regarding the appointment of Company’s auditors for 2019; |
6. | To consider and approve the proposal regarding the change the use of part of fund raising proceeds in certain investment projects and the implementation thereof; |
7. | To consider and approve the proposal on the use of part of the idle raised proceeds to temporarily supplement working capital; and |
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8. | To consider and approve the proposal regarding the continuing connected transactions for 2019 between the Company and Huaneng Group. |
By Order of the Board | |
Huaneng Power International, Inc. | |
Huang Chaoquan | |
Company Secretary |
As at the date of this notice, the directors of the Company are:
Cao Peixi (Executive Director) | Yue Heng (Independent Non-executive Director) | |
Huang Jian (Non-executive Director) | Xu Mengzhou (Independent Non-executive Director) | |
Wang Yongxiang (Non-executive Director) | Liu Jizhen (Independent Non-executive Director) | |
Mi Dabin (Non-executive Director) | Xu Haifeng (Independent Non-executive Director) | |
Guo Hongbo (Non-executive Director) | Zhang Xianzhi (Independent Non-executive Director) | |
Cheng Heng (Non-executive Director) | ||
Lin Chong (Non-executive Director) |
Beijing, the PRC
12 December 2018
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Notes:
1. | Please refer to the Company’s announcement dated 12 December 2018 and circular to be issued before the Extraordinary General Meeting for details. |
2. | Proxy |
(i) | A member eligible to attend and vote at the Extraordinary General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder. |
(ii) | A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised. |
(iii) | To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of Domestic Shares, to the Company and, in the case of holders of H Shares, to the H Share registrar of the Company Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time designated for holding of the Extraordinary General Meeting. |
(iv) | If more than one proxy is appointed by a shareholders such proxies shall only exercise the right to vote by poll. |
(v) | The resolutions set out in this Notice will be voted by poll. |
3. | Registration procedures for attending the Extraordinary General Meeting |
(i) | A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Extraordinary General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting. |
(ii) | Holders of H Shares intending to attend the Extraordinary General Meeting should return the reply slip for attending the Extraordinary General Meeting to the Company on or before 10 January 2019. |
(iii) | Shareholders may send the reply slip to the Company in person, by post or by fax. |
4. | Closure of H Share register members |
Closure of register of members for the Extraordinary General Meeting
In order to determine the shareholders of H shares who will be entitled to attend the Extraordinary General Meeting, the Company will suspend registration of transfer of shares from 10 January 2019 to 30 January 2019 (both days inclusive).
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In order to qualify to attend the Extraordinary General Meeting, shareholders of H shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share Registrar, Hong Kong Registrar Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 9 January 2019. Holders of H shares whose names are recorded in the register of member of the Company on 30 January 2019 are entitled to attend the Extraordinary General Meeting.
5. | Other Businesses |
(i) | The Extraordinary General Meeting will last for half day. Shareholders and their proxies who attend the Extraordinary General Meeting shall bear their own travelling and accommodation expenses. |
(ii) | The address of the Share Registrar for H Shares of the Company, Hong Kong Registrars Limited, is at: |
Shops 1712-1716, 17th Floor, Hopewell Centre
183 Queen’s Road East, Wanchai
Hong Kong
(iii) | The business address and contact of the Company are: |
Capital Market Department
Huaneng Power International, Inc.
Huaneng Building,
6 Fuxingmennei Street,
Xicheng District, Beijing 100031,
The People’s Republic of China
Contact: Xie Meixin/Liu Tianyu
Telephone No.: (+86)-10-6322 6590/6322 6595
Facsimile No.: (+86)-10-6322 6888
Email: xiemx@hpi.com.cn
(iv) | Time and dates in this notice are Hong Kong time and dates. |
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(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
Proxy Form for 2019 First Extraordinary General Meeting
Number of Shares related to this proxy form (Note 1) | H Shares/Domestic Shares* |
I (We) (Note 2) | of |
, |
Shareholders’ Account: | and I.D. No.: | , |
being the holder(s) of | H Share(s)/Domestic Share(s)* (Note 1) of Huaneng Power International, Inc. |
(the “Company”) now appoint (Note 3) | I.D. No.: |
(of | ), |
ORDINARY RESOLUTION | For (Note 4) | Against (Note 4) | |
1. | To consider and approve the proposal regarding the revision of the remuneration of Independent Non-executive Directors of the Company | ||
SPECIAL RESOLUTION | |||
2. | To consider and approve the proposal regarding the amendments to the Company’s Articles of Association and the Rules and Procedures for General Meetings | ||
ORDINARY RESOLUTIONS | |||
3. | To consider and approve the proposal regarding the provision of guarantee by Shandong Company to its subsidiary | ||
4. | To consider and approve the proposal on election of a director | ||
5. | To consider and approve the proposal regarding the appointment of Company’s auditors for 2019 | ||
6. | To consider and approve the proposal regarding the change the use of part of fund raising proceeds in certain investment projects and the implementation thereof | ||
7. | To consider and approve the proposal on the use of part of the idle raised proceeds to temporarily supplement working capital | ||
8. | To consider and approve the proposal regarding the continuing connected transactions for 2019 between the Company and Huaneng Group |
Date: | Signature: | (Note 5) |
Notes:
1. | Please insert the number of Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s). |
2. | Please insert full name(s) and address(es) in BLOCK LETTERS. |
3. | Please insert the name and address of your proxy. If this is left blank, the chairman of the Extraordinary General Meeting will act as your proxy. One or more proxies, who may not be member(s) of the Company, may be appointed to attend and vote in the Extraordinary General Meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory. |
4. | Attention: If you wish to vote FOR any resolution, please indicate with a “✔” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “✔” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion. |
5. | This form of proxy must be signed underhand by you or your attorney duly authorised in that behalf. If the appointer is a corporation, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation. |
6. | This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised, must be delivered, in the case of a holder of Domestic Share(s), to the Company and in the case of a holder of H Share(s), to the H Share registrar of the Company, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at least 24 hours before the time designated for the holding of the Extraordinary General Meeting. |
* Please delete as appropriate.
(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
Reply Slip for 2019 First Extraordinary General Meeting
I/(We) |
of |
Telephone number: | and Fax number: | , |
being the holder(s) of | H Share(s)/Domestic Share(s)* of Huaneng Power |
Signature: ___________________________________
Date: ___________________________________
Note: | Eligible shareholders who wish to attend the Extraordinary General Meeting are advised to complete and return this reply slip to the Company’s business address at Capital Market Department, Huaneng Power International, Inc., Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, the PRC by post or by facsimile (Fax no.: (+86)-10-6322 6888). Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the Extraordinary General Meeting. |
* Please delete as appropriate.
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Announcement 4
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
ANNOUNCEMENT ON CHANGE OF PART OF THE FUNDS RAISED IN CERTAIN INVESTMENT PROJECTS AND THEIR IMPLEMENTATION
Reference is made to the circular dated 27 April 2017 (the “Circular”) issued by Huaneng Power International, Inc. (the “Company”) relating to the non-public issuance of A share. The matter in question was approved by the shareholders of the Company at the extra ordinary general meeting on 16 May 2017 where the authorization was extended by approval of shareholders at the general meeting 3 May 2018. Unless otherwise defined herein, terms in this announcement shall have the same meaning as defined in the Circular.
As approved by the China Securities Regulatory Commission with the “Approval on the Non-public Issuance of Shares by Huaneng Power International, Inc.” (Zheng Jian Xu Ke No.[2018] 696), the Company issued to seven target subscribers 497,709,919 RMB ordinary shares (A shares) by way of non-public issuance on 15 October 2018. The total proceeds raised from such non-public issuance of A Shares were RMB3,259,999,969.45, with the net proceeds amounting to RMB3,245,329,969.59 after deducting the underwriting fees and commissions. Details of which were set out in the Company’s announcement dated 17 October 2018.
INVESTMENT PROJECTS WITH THE PROCEEDS OF THE COMPANY’S NON-PUBLIC ISSUANCE OF A SHARES
Pursuant to the Plan for Non-public Issuance of A Shares of Huaneng Power International, Inc. (Amended Version), the Investment Projects with the Proceeds of the Company’s Non-public issuance of A Shares are set out below:
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S/N | Project name | Total investment in the Project | Proceeds proposed to be invested in the Project | |||
(RMB0’000) | (RMB0’000) | |||||
1 | Xiegang Gas Turbine Project in Guangdong (800MW) | 360,000.00 | 72,000.00 | |||
2 | Dafeng Offshore Wind Power Project in Jiangsu (300MW) | 564,815.00 | 248,227.23 | |||
3 | Mianchi Phoenix Mountain Wind Power Project in Henan (100MW) | 85,381.85 | 17,076.37 | |||
4 | Longchi Wind Power Project in Anhui (100MW) | 85,622.00 | 17,124.40 | |||
5 | Yangpu Thermal Power Project in Hainan (700MW) | 401,300.00 | 72,234.00 | |||
6 | Ruijin Coal-fired Power Project Phase II in Jiangxi (2000MW) | 719,000.00 | 73,338.00 | |||
Total | 2,216,118.85 | 500,000.00 |
Since 27 March 2017, the Board of Directors announced the non-public offering plan until 30 September 2018. The Company invested in the Guangdong Xiegang Gas Turbine Project (800MW), Jiangsu Dafeng Offshore Wind Power Project (300MW), Henan Dianchi Fenghuangshan Wind Power Project (100MW) and Anhui Longchi Wind Power Project (100MW) in the form of self-raised funds. The capital invested into the four projects amounted to RMB597 million. The Company held the 16th Meeting of the Ninth Session of the Board of Directors on 11 December 2018, and reviewed and approved the “Proposal on Using the Raised Funds to Replace the Self-raised Funds of the Pre- investment Project” and agreed to use the raised funds of RMB 570 million. It has invested in the self-raised funds of Guangdong Xiegang Gas Turbine Project (800MW), Jiangsu Dafeng Offshore Wind Power Project (300MW), Henan Dianchi Phoenix Mountain Wind Power Project (100MW) and Anhui Longchi Wind Power Project (100MW).
PROPOSED CHANGE IN THE FUNDRAISING INVESTMENT PROJECTS
As the actual amount of proceeds from such non-public issuance was less than the proposed amount of proceeds to be applied, the Company proposes to adjust the final specific investment projects, order of priority and the specific investment amounts of each project based on the priority of projects, in line with the principles of satisfying the requirements for use of raised proceeds and reducing the risks associated with the implementation of proceeds-funded projects. In light of progress of projects, adjustments will be made to the raised fund to be injected in Yangpu Thermal Power Project in Hainan (700MW) and Ruijin Coal-fired Project Phase II in Jiangxi (2000MW), and the capital ratio of the capital fund to be injected in the projects shall be adjusted to 30% or more according to the
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requirements of lowering the leverage ratio and strengthening constraint of asset-liability ratio by the State-owned Assets Supervision and Administration Commission. Details of adjustments are set out as follows:
S/N | Project Name | Original investment amount of proceeds | Proposed investment amount of proceeds after adjustment | Proportion in the total proceeds | |||
(RMB0’000) | (RMB0’000) | ||||||
1 | Xiegang Gas Turbine Project in Guangdong (800MW) | 72,000.00 | 104,000.00 | 32.05% | |||
2 | Dafeng Offshore Wind Power Project in Jiangsu (300MW) | 248,227.23 | 174,231.84 | 53.69% | |||
3 | Mianchi Phoenix Mountain Wind Power Project in Henan (100MW) | 17,076.37 | 24,614.56 | 7.58% | |||
4 | Longchi Wind Power Project in Anhui (100MW) | 17,124.40 | 21,686.60 | 6.68% | |||
5 | Yangpu Thermal Power Project in Hainan (700MW) | 72,234.00 | N/A | N/A | |||
6 | Ruijin Coal-fired Project Phase II in Jiangxi (2000MW) | 73,338.00 | N/A | N/A | |||
Total | 500,000.00 | 324,533.00 | 100% |
Note: Numbers in percentage may not add up to a total figure due to rounding.
REASONS FOR THE CHANGE
1. | In order to implement the “Guiding Opinions on Strengthening the Asset and Liability Constraints of State-Owned Enterprises” of the Central Committee of the Communist Party of China and the State Council, and controlling the asset-liability ratio, the Company’s capital projects in the newly constructed power projects shall not be less than 30% in principle. |
(1) | Guangdong Xiegang Gas Turbine Project (800MW) |
The Company plans to adjust the capital ratio of Guangdong Xiegang Gas Turbine Project (800MW) to 30%, and the total capital invested will be RMB 1,080 million. In addition to the upfront investment, it is planned to continue to invest RMB1,040 million in raised funds.
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(2) | Jiangsu Dafeng Offshore Wind Power Project (300MW) |
The Company plans to adjust the capital ratio of Jiangsu Dafeng Offshore Wind Power Project (300MW) to 33.00%, and the total capital invested is RMB1,863,889,500. In addition to the previous investment, it is planned to continue to invest RMB1,742,318,400.
(3) | Henan Dianchi Phoenix Mountain Wind Power Project (100MW) |
The Company plans to adjust the capital ratio of Henan Dianchi Fenghuangshan Wind Power Project (100MW) to 30%, and the total capital invested is RMB256,146,600. In addition to the previous investment, it is planned to continue to invest RMB246,146,600 in raised funds.
(4) | Anhui Longchi Wind Power Project (100MW) |
The Company plans to adjust the capital ratio of Anhui Longchi Wind Power Project (100MW) to 30%, and the total capital invested is RMB256,866,000. In addition to the previous investment, it is planned to continue to invest RMB216,866,000 with raised funds.
2. | According to the total amount of funds raised, to consider the progress of the project and reduce the raised funds in investment projects |
(1) | Hainan Yangpu Thermal Power Project (700MW) |
In order to implement the requirements of the National Air Pollution Prevention and Control Plan and other environmental protection policies and targets, reduce the total coal consumption, and improve and accelerate the alternative utilization of clean energy, Hainan Yangpu Thermal Power Project (700MW) plans to carry out design changes from coal-fired power plant to a gas turbine power plant. The Company does not plan to invest funds into Hainan Yangpu Thermal Power Project (700MW). After the adjustment plan is finalised, the Company will subsequently use its own funds or project loans for development and construction.
(2) | Jiangxi Ruijin Phase II Thermal Power Project (2000MW) |
Huaneng Ruifa Powerc Co., Ltd., the main body of implementation of Jiangxi Ruijin Phase II Thermal Power Project (2000MW), intends to introduce other shareholders. The ultimate shareholding ratio of the parties has not yet been finalized. The implementation of the main shareholding structure may change. The Company plans to stop investing funds in Jiangxi. Ruijin Phase II Thermal Power Project (2000MW), after the other shareholders’ funding plan is determined, the Company will subsequently use its own funds or project loans for development and construction.
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SHAREHOLDERS’ APPROVAL
The aforesaid matter was approved by the board of directors of the Company on 11 December 2018 and will be submitted to the EGM as ordinary resolution for consideration and approval by the Shareholders. The Company will issue a circular in which the details of the matter will be contained.
By Order of the Board | |
Huaneng Power International, Inc. | |
Huang Chaoquan | |
Company Secretary |
As at the date of this announcement, the directors of the Company are:
Cao Peixi (Executive Director) | Yue Heng (Independent Non-executive Director) | |
Huang Jian (Non-executive Director) | Xu Mengzhou (Independent Non-executive Director) | |
Wang Yongxiang (Non-executive Director) | Liu Jizhen (Independent Non-executive Director) | |
Mi Dabin (Non-executive Director) | Xu Haifeng (Independent Non-executive Director) | |
Guo Hongbo (Non-executive Director) | Zhang Xianzhi (Independent Non-executive Director) | |
Cheng Heng (Non-executive Director) | ||
Lin Chong (Non-executive Director) |
Beijing, the PRC
12 December 2018
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Announcement 5
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(a Sino-foreign joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 902)
ANNOUNCEMENT REGARDING THE APPOINTMENT OF
AUDITORS FOR 2019 AND ELECTION OF
A DIRECTOR OF THE COMPANY
Huaneng Power International, Inc. (the “Company”) convened the Sixteenth Meeting of the Ninth Session of the Board of Directors (the “Board of Directors”) on 11 December 2018 and passed (among other things) the resolution regarding the Proposal on the Appointment of Auditors for 2019 and the Proposal on the Election of a Director of the Company. Set out below the relevant matters:
PROPOSAL ON THE APPOINTMENT OF AUDITORS FOR 2019
As a listed company whose shares are listed in three places being the United States, Hong Kong and Shanghai and pursuant to the relevant regulations of the securities supervisory institutions of its listing place, the Company has to appoint accounting firm with recognised qualification and independency to conduct audit and issue auditors’ reports for the Company. Pursuant to results of an auction held publicly, the Company proposes to appoint Ernst & Young Hua Ming Accounting Firm as the Company’s domestic and U.S. 20F Annual Report auditor for 2019, and to appoint Ernst & Young Certified Public Accountants (Special General Partnership) as the Hong Kong auditors of the Company for 2019. Subject to obtaining approval from shareholders at general meeting, the proposed total remuneration for appointing Ernst & Young Hua Ming Accounting Firm as the Company’s domestic auditors and the auditors for annual report in Form 20-F of the Company for the year 2019, and for appointing Ernst & Young Certified Public Accountants (Special General Partnership) as the Hong Kong auditors of the Company for the year 2019 is RMB26,500,000 (of which, the annual fee for auditing the financial statements is proposed to be RMB22,520,000 and the annual fee for the internal audit is proposed to be RMB3,980,000.
The audit committee under the Board of Directors of the Company has conducted sufficient review and discussion regarding the Proposal on the Appointment of Auditors for 2019, and agreed to the proposal. The independent non-executive directors of the Company are of the view that the relevant qualifications of Ernst & Young Hua Ming Accounting Firm and Ernst & Young Certified Public Accountants (Special General Partnership) can met sufficiently the domestic and international requirements for the financial auditing and internal auditing works, and can conduct the review of the Company’s financial and internal control status independently, objectively and impartially. The
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decision on appointment of the accounting firm by the Company complies with the stipulation of the relevant laws and regulations and the Company’s articles, and there does not exist any situation that may prejudice the interests of the Company and its minority shareholders. The Proposal on the Appointment of Auditors for 2019 was passed by the Sixteenth Meeting of the Ninth Session of the Board of Directors of the Company. The matter is subject to approval at general meeting of the Company.
KPMG and KPMG Huazhen LLP confirmed in written letters that there were no matters regarding the Proposal that should be brought to the attention to the Board of Directors and the Audit Committee of the Company. The Board of Directors also confirmed that there were no relevant matters regarding to the Proposal that should be brought to the attention to the shareholders of the Company. The Board of Directors and the Audit Committee of the Company further confirmed that there were no disagreements or unresolved matters between the Company and KPMG and KPMG Huazhen LLP regarding the change of auditors.
PROPOSAL ON ELECTION OF A DIRECTOR OF THE COMPANY
The Board of Directors agreed to nominate Mr. SHU Yinbiao as an executive director candidate for the Ninth Session of the Board of Directors of the Company, and to submit the same for consideration and approval at the general meeting of the Company. The above engagement arrangement will become effective on the date the general meeting approves Mr. SHU Yinbiao as the executive director of the Ninth Session of the Board of Directors of the Company.
Below are the biographical details of Mr. SHU Yinbiao:
Mr. SHU Yinbiao, aged 60. He is currently the Party Group Secretary and Chairman of China Huaneng Group Co., Ltd., the Secretary of Party Committee of Huaneng Power International, Inc., the Managing Director of the Chinese Party of China Korea Hydroelectric Company Limited, a member of the 13th National Committee of CPPCC, a member of the Population Resources and Environment Committee and the President of the 36th session of the International Electrotechnical Commission (IEC). He was the Chief Engineer of the State Power Dispatching Centre of State Power Corporation and the Deputy Director of the State Power Dispatching Centre of State Power Corporation, the Deputy Director (Deputy General Manager) and Chief Engineer of the Power Grid Construction Department (Power Grid Construction Branch Company) of State Power Corporation, the Director of the Engineering Construction Department of State Grid Corporation and the president of Power Grid Construction Branch Company, assistant to the president of State Grid Corporation, the vice president and a member of the Party Group of State Grid Corporation, a Director, the president and a member of the Party Group of State Grid Corporation, the Chairman and the Party Group Secretary of State Grid Corporation. He graduated from North China Electric Power University with a master’s degree in power system and automation. He is a PhD candidate majoring in power system and automation of Wuhan University and a professor-grade senior engineer.
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Save for the work relationship disclosed in the qualification above, Mr. Shu does not have any other connections and relationships with the Company, its controlling shareholder(s) or the de factor controller(s). Mr. Shu has not been subject to any punishment by the China Securities Regulatory Commission or other related departments, or reprimand by any stock exchange.
The proposal to appoint Mr. Shu as the executive director shall become effective upon the approval at the general meeting until the expiry of the term of the Ninth Session of the Board of Directors of the Company. Mr. Shu will not receive any director’s fee. Save for the above, Mr. Shu does not have any relationship with other directors, supervisors or senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong).
In addition, there is no other information in relation to Mr. Shu which is discloseable pursuant to any of the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor is he involved in any of the matters required to be disclosed pursuant to the rules. Save for the above, there is no other matter that needs to be brought to the attention of the shareholders of the Company.
A circular containing (amongst other things) details of the Proposal, together with a notice of AGM will be dispatched to the Shareholders as soon as practicable.
By Order of the Board | |
Huaneng Power International, Inc. | |
Huang Chaoquan | |
Company Secretary |
As at the date of this announcement, the directors of the Company are:
Cao Peixi (Executive Director) | Yue Heng (Independent Non-executive Director) | |
Huang Jian (Non-executive Director) | Xu Mengzhou (Independent Non-executive Director) | |
Wang Yongxiang (Non-executive Director) | Liu Jizhen (Independent Non-executive Director) | |
Mi Dabin (Non-executive Director) | Xu Haifeng (Independent Non-executive Director) | |
Guo Hongbo (Non-executive Director) | Zhang Xianzhi (Independent Non-executive Director) | |
Cheng Heng (Non-executive Director) | ||
Lin Chong (Non-executive Director) |
Beijing, the PRC
12 December 2018
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the under-signed, thereunto duly authorized.
HUANENG POWER INTERNATIONAL, INC.
By /s/ Huang Chaoquan
Name: | Huang Chaoquan |
Title: | Company Secretary |
Date: December 12, 2018